Knowles Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Knowles Corporation on May 16, 2023. The report discloses corporate governance changes regarding the Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on director appointments and compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size from nine to ten members.
- New Director Election: Erania Brackett was elected as a new director to fill the vacancy created by the board expansion.
- Committee Assignment: Ms. Brackett was appointed to serve on the Compensation Committee.
- Independence: The Board determined Ms. Brackett meets independence standards under the Company's policies and NYSE listing standards.
Compensation and Governance Details
Ms. Brackett's compensation follows the standard arrangement for non-employee directors, prorated for her first year of service. The standard package includes:
- Annual Retainer: $235,000 total ($65,000 cash; $170,000 in restricted stock units vesting in one year).
- Committee Retainer: $7,500 for service on the Compensation Committee.
- Initial Grant: One-time grant of $170,000 in restricted stock units vesting on the third anniversary.
Investor Verification Checklist
- Verify the full text of the press release attached as Exhibit 99.1 for additional context on the appointment.
- Review the Company's Annual Proxy Statement filed on March 17, 2023, for the complete "Directors' Compensation" policy details.
- Confirm the vesting schedules and tax implications of the restricted stock units granted to Ms. Brackett.
- Monitor future filings for the formal election of Ms. Brackett at the next annual meeting of shareholders.